This Agreement made effective as of July 1, 2004 by and between Private Business, Inc., a Tennessee
corporation (the "Company"), and Henry M. Baroco (the "Executive").
In consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:
SECTION I EMPLOYMENT
The Company desires to employ the Executive, and the Executive agrees to be employed by the Company upon
the terms and conditions provided in this Agreement.
SECTION II POSITION AND RESPONSIBILITIES
During the Period of Employment, as such term is defined herein below, the Executive agrees to serve as Chief
Executive Officer and as a member of the Board of Directors of the Company and to be responsible for the
typical management responsibilities expected of a chief executive officer of a similarly-sized publicly-traded and
listed company and such other responsibilities as may be assigned to Executive by the Board of Directors of the
Company consistent with the responsibilities expected of a chief executive officer of a similarly-sized, publicly-
traded and listed company.
SECTION III TERMS AND DUTIES
A. Period of Employment.
The period of Executive's employment under this Agreement shall begin as of July 1, 2004, and shall continue
through June 30, 2006 (the "Initial Term"), subject to extension or termination as provided in this Agreement
("Period of Employment"). Upon expiration of the Initial Term, the Period of Employment shall automatically
extend for additional one year periods unless either party gives written notice at least one hundred eighty (180)
days in advance of the expiration of the then current Period of Employment of such party's intent not to extend
the Period of Employment for an additional year.
During the Period of Employment, the Executive shall devote substantially all of his business time, attention and
skill to the business and affairs of the Company and its subsidiaries; provided, however, that it shall not be a